California Secretary of State
Form your California LLC, Corporation, or Nonprofit with chat-first AI business formation. State filing, registered agent, EIN, and ongoing compliance workflows — connected from the start.
California Business Filing Overview
The Secretary of State — Business Programs Division is the state authority responsible for registering LLCs, corporations, nonprofits, and other business entities in California. The standard LLC formation fee is $70 with a processing time of 5-7 days. Online filing is available.
Most populous state. $800 minimum franchise tax applies to all LLCs and corporations, even with zero revenue.
DIY LLC Formation Guide Available
Forming an LLC in California yourself? Follow our step-by-step California LLC DIY Guide , complete with official form downloads, filing portals, state fees, and annual report requirements.
California Entity Requirements
State-specific governance rules for California LLCs, Corporations, and Nonprofits.
Members
| Residency required | No |
|---|
Management Structure
| Default | Member Managed |
|---|
Manager-managed structure is permitted when the articles contain the required statutory statement
Operating Agreement
| Required to file | No |
|---|
An operating agreement may be oral, implied, in a record, or any combination of those forms; state law governs matters it does not address.
Annual Meeting
| Required | No |
|---|
No statutory annual meeting requirement for LLCs
Formation Filings in California
These are the primary documents filed with the Secretary of State — Business Programs Division to create a new legal entity. Each entity type has different requirements, fees, and processing times.
Articles of Incorporation
Corporation| Agency: | Secretary of State |
|---|---|
| Filing Fee: | $100 + processing fee if filing online |
| Processing Time: | 3-5 days |
| Filing Method: | Online or Mail |
| Expedited: | Yes — $350 for 24 hours processing |
What to know
- Includes authorized shares and par value
- Names the registered agent
- Sets the corporation's purpose
Articles of Organization
LLC| Agency: | Secretary of State |
|---|---|
| Filing Fee: | $70 + processing fee if filing online |
| Processing Time: | 5-7 days |
| Filing Method: | Online or Mail |
| Expedited: | Yes — $350 for 24 hours processing |
California LLCs must also file Form LLC-12 (Statement of Information) within 90 days of formation ($20). The $800 minimum franchise tax applies.
What to know
- Names the registered agent and required filing contact information
- Sets the registered office address
- May include an optional effective date
Articles of Incorporation (Nonprofit)
Nonprofit| Agency: | Secretary of State |
|---|---|
| Filing Fee: | $30 + processing fee if filing online |
| Processing Time: | 3-5 days |
| Filing Method: | Online or Mail |
Must also register with CA AG Registry of Charitable Trusts before soliciting in California.
What to know
- Public benefit purpose statement required
- Asset dedication language for IRS
- Members or directors structure
Foreign Qualification
LLCCorporation| Agency: | Secretary of State |
|---|---|
| Filing Fee: | $70 + processing fee if filing online |
| Processing Time: | 5-7 days |
| Filing Method: | Online or Mail |
California foreign LLCs must file a Statement of Information within 90 days and pay the $800 minimum franchise tax.
What to know
- Required when operating, hiring employees, or owning property in another state
- Needs Certificate of Good Standing from home state
- Creates registered agent and annual report obligations in the new state
Ongoing Compliance in California
After formation, California entities must maintain ongoing filings to remain in good standing. Missing deadlines can result in late fees, administrative dissolution, and loss of liability protection.
Annual Report
LLCCorporationNonprofit| Agency: | Franchise Tax Board / Secretary of State |
|---|---|
| Filing Fee: | $800 + processing fee if filing online |
| Processing Time: | Immediate |
| Filing Method: | Online or Mail |
| Due Date: | Varies (15th day of 4th month) |
| Filing Period: | Annual |
LLCs: $800 minimum franchise tax + $20 Statement of Information every 2 years. Corporations: $800 minimum + annual Statement of Information ($25).
What to know
- Due date varies by state (often anniversary date or fixed month)
- Filing fees range $10–$825 by state
- Failure to file results in administrative dissolution
Amendment to Formation Documents
LLCCorporationNonprofit| Agency: | Secretary of State |
|---|---|
| Filing Fee: | $30 + processing fee if filing online |
| Processing Time: | 3-5 days |
| Filing Method: | Online or Mail |
What to know
- Board or member approval typically required
- Certified copy may be needed for banks and contracts
- Most states allow online amendment filing
Articles of Dissolution
LLCCorporationNonprofit| Agency: | Secretary of State / Franchise Tax Board |
|---|---|
| Filing Fee: | $30 + processing fee if filing online |
| Processing Time: | 3-5 days |
| Filing Method: | Online or Mail |
| Tax Clearance: | Required |
California requires FTB tax clearance. Process can take 4–6 weeks. Must file a final Form 568 (LLC) or 100 (Corp) and pay all outstanding taxes.
What to know
- May require tax clearance before filing
- Assets must be distributed before dissolution
- Protects against future liability claims
Change of Registered Agent
LLCCorporationNonprofit| Agency: | Secretary of State |
|---|---|
| Filing Fee: | $30 + processing fee if filing online |
| Processing Time: | 3-5 days |
| Filing Method: | Online or Mail |
What to know
- Must be maintained at all times
- Registered agent must be available during business hours
- Can be an individual or registered agent service
Document Retrieval in California
Certified documents from the Secretary of State — Business Programs Division are often required by banks, investors, lenders, and for foreign qualification in other states.
Certificate of Good Standing
LLCCorporationNonprofit| Agency: | Secretary of State |
|---|---|
| Filing Fee: | $5 + processing fee if filing online |
| Processing Time: | 1-2 days |
| Filing Method: | Online or Mail |
What to know
- Required by most banks when opening accounts
- Needed for foreign qualification in other states
- Typically valid for 30–90 days
Apostille
LLCCorporationNonprofit| Agency: | Secretary of State |
|---|---|
| Filing Fee: | $20 |
| Processing Time: | 1-3 days (in person) / 4-6 weeks (mail) |
| Filing Method: | Mail Only |
California SOS has offices in Sacramento and Los Angeles for in-person apostille requests. Mail processing can take 4–6 weeks.
What to know
- Required for international business expansion
- Issued by Secretary of State office
- Attaches to formation documents and good standing certificates
California Tax Snapshot
Understanding California's tax environment is critical for choosing the right formation state and planning your entity's ongoing obligations.
California's $800 minimum franchise tax is due from virtually all LLCs and corporations. Individual income tax rates up to 13.3% (highest in the US). State sales tax is 7.25%; combined local rates typically 8.25–10.75%.
California Agency Directory
Key government agencies for California business formation, tax registration, and employer compliance.
Secretary of State — Business Programs Division
Primary filing authority for California business entities
Secretary of State — Business Programs Division
Entity formation, Statements of Information, UCC filings
California Franchise Tax Board (FTB)
Franchise tax, corporate income tax, personal income tax
California Department of Tax and Fee Administration (CDTFA)
Sales and use tax, excise taxes, registration
Employment Development Department (EDD)
Payroll taxes, unemployment insurance, employer registration
Department of Industrial Relations
Workers' compensation, labor standards, wage orders
California AG — Registry of Charitable Trusts
Nonprofit charitable registration and annual reporting
Form your California entity today.
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